Rite Zone Chemcon India Ltd Directors Report

To

The Members,

RITE ZONE CHEMCON INDIA LIMITED

Your Directors have pleasure in presenting the Eighth Annual Report of the Company together with the Audited Financial Statement(s) of the Company for the year ended March 31, 2024.

1. Financial Results:

INR in lakhs

Particulars	2023-2024	2022-2023
Gross Income	2,688.06	2,249.19
Deduction there from:
Cost of Material consumed	2,052.72	1,780.69
Increase/Decrease in Stock	5.05	(8.55)
Employee Benefit Expense	114.39	72.37
Finance Cost	7.12	10.00
Depreciation	26.34	26.35
Other Expenses	337.51	259.39
Total Expenditure	2,543.13	2,140.24
Profit before tax	144.93	108.95
Less:
Prior Period Expenses	-	-
Current Tax	37.26	29.26
Deferred Tax	(5.41)	(3.34)
Profit after tax	113.09	83.02
EPS	2.67	2.37

2. Financial Performance:

For the fiscal year ending March 31, 2024, the Company reported Sales and Other Income of Rs. 2,688.06 Lakhs, compared to Rs. 2,249.19 Lakhs in the previous financial year. Net Profit for the year under review was Rs. 113.09 Lakhs as against Rs. 83.02 Lakhs in the previous Financial Year. The Company has demonstrated strong financial growth, with significant increases in both revenue and profit, reflecting effective business strategies and operational improvements.

3. Change in the Nature of Business:

During the year there was no change in main business activity and adopted following main business activity.

4. Change in Share Capital:

There is no change in the Authorized Share Capital during the financial year 2023-24. Hence, the Authorized Share Capital of the Company is Rs. 4,28,00,000 (Rupees Four Crores Twenty-Eight Lakhs only) divided into 42,80,000 (Forty-Two Lakhs Eighty Thousand) Equity Shares of Rs. 10/- each during the year 2023-24.

The paid-up share capital of the Company is Rs. 4,23,02,700 (Rupees Four Crores Twenty-Three Lakhs Two Thousand Seven Hundred only) divided in to 42,30,270 (Forty-Two Lakhs Thirty Thousand Two Hundred Seventy) Equity Shares of Rs. 10/- each.

5. Dividend:

The Directors have not recommended dividend on equity shares for the year under review.

6. Subsidiary Companies and Joint Venture:

During the year, Company do not have any Subsidiary Companies or Joint Venture.

7. Directors and Key Managerial Personnel:

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company Mr. Siddharth Banerjee, Director of the Company retire at the forthcoming Annual General Meeting and being eligible, offer themselves, for re-appointment as Director liable to retire by rotation. During the year under review following officials were appointed/resigned:

Sr no.	Name of Director/KMP	Designation	Appointment/ Resignation	Date of change
1	Ms. Harshada Rupesh Patil	Additional Non Executive Independent Director	Appointment	September 1, 2023
2	Ms. Harshada Rupesh Patil	Non Executive Independent Director	Change of Designation	September 28, 2023

8. Number of Board Meetings:

During the year, 5 (Five) Board Meetings were convened and held in accordance with the provisions of the Companies Act, 2013 and rules made there under and as per the Secretarial Standard I as issued by the Institute of Company Secretaries of India.

Sr. No.	Date of Board Meeting			Name of Director
		Bhavesh Babulal Bhandari	Arti Bhavesh Bhandari	Siddharth Banerjee	Nita Bhagat	Devang Nandkishor Trivedi	Mirali Kishorbhai Raja	Harshda Rupesh Patil
1.	05.05.20233	P	P	P	P	P	P	N.A.
2.	29.05.2023	P	P	P	P	P	P	N.A.
3.	01.09.2023	P	P	P	P	P	P	N.A.
4.	10.11.2023	P	P	P	P	P	P	P
5.	25.03.2024	P	P	P	A	A	A	P

9. Details of Committees of the Board:

At present, the Board has following three (3) Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders’ Relationship Committee

The Composition of the Committees and relative compliances, are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and Listing Regulations.

10. Policy on Directors’ appointment and remuneration:

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position. Details of the policy are available on the Company’s website www.ritezone.in.

11. Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism’) in place. The Vigil Mechanism is a system for providing a tool to the employees of the Company to report violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The Company is committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee.

Details of the Vigil Mechanism are available on the Company’s website www.ritezone.in.

12. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any sexual harassment at workplace. The Company has in place, "Policy on Prevention, Prohibition and Redressal of Sexual Harassment.’’ The policy aims to provide protection to employees at the workplace and preventing and redressing complaints of sexual harassment and it covers matters connected or incidental thereto.

The Company has not received any complaint of sexual harassment during the financial year 2023-2024.

13. Adequacy of Internal Financial Controls with reference to the Financial Statements.

The Board has adopted adequate policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has successfully laid down the framework and ensured its effectiveness. Rite Zone has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. Rite Zone has also well-defined processes for formulating and reviewing long term and business plans. Rite Zone will continue its efforts to align its processes and controls with best practices.

14. Annual Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their separate meeting who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.

The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board Meeting and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on Key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members. Evaluation of Independent Directors was done by the Entire board.

15. Particulars of Loans, Guarantees and Investments:

Particulars of Loans & Investment as required under Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in Notes forming part of Financial Statements. There is no Guarantees given during the year under review.

16. Particulars of contracts or arrangements with related parties:

The Company does have transactions with related party in terms of Section 188 of the Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3) (h) of the Companies Act, 2013, in Form AOC – 2 is applicable is furnished as Annexure I to this report.

The Disclosures as required under Accounting Standard – 18 (AS-18) ‘’Related Party Disclosures’’ notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in the Notes forming part of the Financial Statements.

17. Declaration of Independent Directors:

The Independent Directors have submitted their disclosures/ declarations to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

18. Directors Responsibility Statement:

The Board of Directors of the Company confirms:

(I) that in the preparation of the annual accounts for the year ended 31^st March, 2024 the applicable Accounting Standards have been followed. (ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) that the Directors have prepared the annual accounts for the year ended 31^st March, 2024 on a ‘going concern’ basis. (v) that the Directors have laid down internal financial control and that such internal financial control are adequate. (vi) that the Directors have devised proper system to ensure compliance with the Provisions of all applicable laws.

19. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel and

Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ Employees of your Company is appended in Annexure II forming part of this Report. In accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in the annexure to this report. In terms of provisions of Section 136(1) of the Companies Act, 2013 this report is being sent to the members without this annexure. Members interested in obtaining copy of the annexure may write to the Company Secretary and the same will be furnished on request. The said information is available also for inspection at the registered office of the Company during working hours.

20. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in form MGT 7 will be available at website of the Company at www.ritezone.in.

21. Disclosure of Particulars:

Information’s as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure- III forming part of this Report.

21. Corporate Governance:

Since the Company’s securities are listed on EMERGE SME Platform of NSE, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report.

22. Management Discussion and Analysis Report:

A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure IV and forms part of this Report.

23. Auditors a) Statutory Auditors

Pursuant to Section 139(2) of the Companies Act, 2013 read with rule 6 of Companies (Audit and Auditors) Rules, 2014, M/s. Kumbhat & Co., Chartered Accountants, were appointed for period of 5 years in previous Annual General Meeting and ratification for appointment of auditors is mentioned in notice convening the AGM.

b) Secretarial Auditor and Secretarial Audit Report

The provisions of Section 203 of Companies Act, 2013 is now applicable to Company and Company has appointed M/s. Heena Jaysinghani, Practicing Company Secretaries, to carry out Secretarial Audit for the Financial Year 2023-24.

c) Internal Auditors

The provisions of Section 138(1) of Companies Act, 2013 is now applicable to Company and Company has appointed M/s R G G V and Associates LLP, Practicing Chartered Accountants, to carry out Internal Audit for the Financial Year 2023-24.

24. Material Changes and Commitments, if any, Affecting the Financial Position of the Company:

i. The Company had appointed Ms. Harshada Rupesh Patil as a Non-executive Independent Director of the Company with shareholders approval in the Annual General Meeting held on September 28, 2023.

25. Other Disclosures/Reporting:

Your Directors further state that during the year under review: (vii) no amount is transferred to General Reserve

(viii) the Company has not taken any deposits from Public or Shareholders of the Company; (ix) there were no significant / material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future; (x) there are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in their Report.

(xi) Personnel: Your Company continued to enjoy warm and healthy relations with its employees at all locations. Your Directors take this opportunity to record their appreciation for the significant outstanding contribution made by the employees at all levels.

26. Website:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.ritezone.in containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

27. Acknowledgement:

Your Directors express their deep gratitude for the co-operation and support extended to the Company by its Members, Customers, Suppliers, Bankers and various Government agencies.

For and on behalf of the Board
RITE ZONE CHEMCON INDIA LIMITED
Sd/-	Sd/-
Bhavesh Babulal Bhandari	Arti Bhavesh Bhandari
Chairman & Managing Director	Director
(DIN: 07082054)	(DIN: 07082084)
Date: September 2, 2024
Place: Thane